4//SEC Filing
AUTOBYTEL INC 4
Accession 0001209191-15-074133
CIK 0001023364operating
Filed
Oct 4, 8:00 PM ET
Accepted
Oct 5, 6:26 PM ET
Size
10.3 KB
Accession
0001209191-15-074133
Insider Transaction Report
Form 4
AUTOBYTEL INCABTL
FERRIOLO WILLIAM
SVP Consumer Acquisitions
Transactions
- Other
Warrant (right to buy Series B Preferred Stock)
2015-10-01+3,352→ 3,352 totalExp: 2022-10-01→ Common Stock (33,520 underlying) - Other
Series B Junior Participating Convertible Preferred Stock
2015-10-01+3,799→ 3,799 total→ Common Stock (37,990 underlying)
Footnotes (4)
- [F1]The Series B Junior Participating Convertible Preferred Stock is convertible into Common Stock at any time (subject to restrictions as stated in the Certificate of Designations) with a conversion ratio of 1 share of Series B into 10 shares of common stock(subject to adjustment as stated in the Certificate of Designations), and has no expiration date.
- [F2]Received in exchange for 1,200 shares of AutoWeb, Inc. common stock in connection with the merger of a wholly-owned subsidiary of the issuer into AutoWeb, Inc. (the "Merger"). On the effective date of the Merger, the AutoWeb, Inc. common stock owned by the reporting person was valued in the Merger at an aggregate value of $532,133.86, with $474,647.06 allocated to the Series B Junior Participating Convertible Preferred Stock ($124.94 per Series B share) and $57,486.80 allocated to the Warrants to Purchase Series B Junior Participating Convertible Preferred Stock ($17.15 per warrant to purchase).
- [F3]Each Warrant is a warrant to purchase one share of Series B Junior Participating Convertible Preferred Stock at a purchase price of $184.87 for each share of Autobytel Series B Junior Participating Convertible Preferred Stock, which Series B Junior Participating Convertible Preferred Stock would in turn be convertible into Autobytel Inc. common stock with a conversion ratio of 1 share of Series B into 10 shares of common stock at a price per share of such common stock of $18.49.
- [F4]The warrants will become exercisable on 10/01/18, subject to the satisfaction of the following additional vesting conditions: (i) with respect to the first 1/3 of the warrant shares, if at any time after the issuance date of the warrants and prior to the expiration date of the warrants the weighted average closing price of the common stock on The Nasdaq Capital Market for the preceding 30 trading days (adjusted for any stock splits, stock dividends, reverse stock splits or combinations of the common stock occurring after the issuance date) ("Weighted Average Closing Price") is at or above $30.00; (ii) with respect to the second 1/3 of the warrant shares, if at any time after the issuance date and prior to the expiration date the Weighted Average Closing Price is at or above $37.50; and (iii) with respect to the last 1/3 of the warrant shares, if at any time after the issuance date and prior to the expiration date the Weighted Average Closing Price is at or above $45.
Documents
Issuer
AUTOBYTEL INC
CIK 0001023364
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001023364
Filing Metadata
- Form type
- 4
- Filed
- Oct 4, 8:00 PM ET
- Accepted
- Oct 5, 6:26 PM ET
- Size
- 10.3 KB